Bessemer Venture Partners IX L.P. - May 18, 2023 Form 4 Insider Report for Toast, Inc. (TOST)

Role: 10%+ Owner
Signature: /s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX L.P.
Stock symbol: TOST
Transactions as of: May 18, 2023
Transactions value $: -$20,805,000
Form type: 4
Date filed: 5/22/2023, 07:18 PM
Previous filing: May 15, 2023
Next filing: May 25, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TOST	Class A Common Stock	Conversion of derivative security	$0	+500K		$0.00	500K	May 18, 2023	See footnotes	F1, F2, F3, F4
transaction	TOST	Class A Common Stock	Sale	-$10.5M	-500K	-100%	$20.93	0	May 18, 2023	See footnotes	F3, F4, F5
transaction	TOST	Class A Common Stock	Conversion of derivative security	$0	+500K		$0.00	500K	May 19, 2023	See footnotes	F1, F3, F4, F6
transaction	TOST	Class A Common Stock	Sale	-$10.3M	-500K	-100%	$20.68	0	May 19, 2023	See footnotes	F3, F4, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TOST	Class B Common Stock	Conversion of derivative security	$0	-500K	-1.6%	$0.00	30.7M	May 18, 2022	Class A Common Stock	500K		See footnotes	F1, F2, F3, F4, F8
transaction	TOST	Class B Common Stock	Conversion of derivative security	$0	-500K	-1.63%	$0.00	30.2M	May 19, 2022	Class A Common Stock	500K		See footnotes	F1, F3, F4, F5, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each outstanding share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder or automatically upon the occurrence of other events set forth in the Issuer's certificate of incorporation.
F2	Represents 277,600 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), 222,400 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional", and together with Bessemer IX, the "Bessemer IX Funds").
F3	Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX L.P."), which is the general partner of each of the Bessemer IX Funds. Deer IX Ltd. and Deer IX L.P. disclaim beneficial ownership of the securities held by the Bessemer IX Funds, and this report shall not be deemed an admission that Deer IX Ltd. and Deer IX L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer IX Funds.
F4	Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", collectively the "Bessemer Century Funds"). Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by the Bessemer Century Funds, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer Century Funds.
F5	On May 18, 2023, Bessemer IX and Bessemer Institutional, sold 277,600 shares and 222,400 shares, of Class A Common Stock of Toast, Inc., respectively, at a weighted average price of $20.93. These shares were sold in multiple transactions at prices ranging from $20.58 to $21.07. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F6	Represents 277,600 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), 222,400 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional", and together with Bessemer IX, the "Bessemer IX Funds").
F7	On May 19, 2023, Bessemer IX and Bessemer Institutional, sold 277,600 shares and 222,400 shares, of Class A Common Stock of Toast, Inc., respectively, at a weighted average price of $20.68. These shares were sold in multiple transactions at prices ranging from $20.50 to $20.97. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F8	After the May 18, 2023 sales, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 15,341,028 shares of Class B Common Stock, 12,290,509 shares of Class B Common Stock, 421,405 shares of Class B Common Stock, and 2,659,046 shares of Class B Common Stock, respectively.
F9	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 15,063,428 shares of Class B Common Stock, 12,068,109 shares of Class B Common Stock, 421,405 shares of Class B Common Stock, and 2,659,046 shares of Class B Common Stock, respectively.